Prohibition of Certain Actions Sample Clauses

Prohibition of Certain Actions. The Company will not, by amendment of its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may reasonably be requested by the holder of this Warrant in order to protect the exercise privilege of the holder of this Warrant against dilution or other impairment, consistent with the tenor and purpose of this Warrant. Without limiting the generality of the foregoing, the Company (a) will not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of all Warrants from time to time outstanding, (c) will not take any action which results in any adjustment of the Exercise Price if the total number of shares of Common Stock or Other Securities issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock or Other Securities then authorized by the Company's certificate of incorporation and available for the purpose of issue upon such conversion, and (d) will not issue any capital stock of any class which has the right to more than one vote per share or any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding-up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage (or floating rate related to market yields) of par value or stated value in respect of participation in dividends and a fixed sum or percentage of par value or stated value in any such distribution of assets.

Prohibition of Certain Actions. The Company will not, by amendment of its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may be necessary in order to protect the exercise privilege of the holder of this Warrant against dilution or other impairment, consistent with the tenor and purpose of this Warrant. Without limiting the generality of the foregoing, the Company (a) will not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of all Warrants from time to time outstanding, and (c) will not take any action which results in any adjustment of the Exercise Price if the total number of shares of Common Stock or Other Securities issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock or Other Securities then authorized by the Company's certificate of incorporation and available for the purpose of issue upon such conversion.

Prohibition of Certain Actions. (a) Except as otherwise expressly permitted or required by this Agreement (including Article IV), during the Effective Period, the Principal Shareholders and the Tang Siblings shall not directly, or indirectly through one or more intermediaries or otherwise, and shall cause each of their respective Affiliates not to directly, or indirectly through one or more intermediaries or otherwise (each of the actions referred to in or contemplated by the following provisions of this Section 2.2(a) being hereafter referred to as “Prohibited Actions”): (i) initiate, make, propose or in any way participate in, or induce, facilitate or encourage any other Person to initiate, make, propose or in any way participate in, any “solicitation” of “proxies” (as such terms are defined or used in Regulation 14A under the Exchange Act) or consents or authorizations with respect to any Voting Securities, whether subject to or exempt from Regulation 14A under the Exchange Act, or advise, encourage or influence any Person (other than any other Principal Shareholder or its Affiliates) with respect to the voting of any Voting Securities; (ii) vote with respect to any proposal made or submitted by any Person (including any proposal of the type contemplated by Rule 14a-8 under the Exchange Act, as the same hereafter may be amended, and whether precatory or binding) that relates to the adoption, modification or repeal of any anti-takeover or “shark repellent” provision set forth on Schedule 2.2(a)(ii) hereto; (iii) submit to the Company or the Board any proposal or offer with respect to, or otherwise initiate, make or propose, any Business Combination, to the extent that such proposal or offer is made public by or on behalf of the Principal Shareholders or its Affiliates, or is required to be publicly disclosed under Applicable Law (including through filings under Section 13(d) or (g), or Section 16 of the Exchange Act (or successor provisions)), or induce, facilitate or encourage any Person (other than any other Principal Shareholder or its Affiliates) to initiate, make or propose any Business Combination; (iv) vote with respect to any Business Combination; (v) vote in the election of any Director or seek to vote to remove any Director (except with respect to the Shareholder Nominee); (vi) form, join or in any way participate in, or induce, facilitate or encourage the formation of, any Group (other than a Group consisting solely of Principal Shareholders and their respective Affiliates t...

Prohibition of Certain Actions. (a) Except as otherwise expressly permitted by this Agreement, during the Effective Period, the Buyer Parties shall not directly, or indirectly through one or more intermediaries or otherwise, and none of the Buyer Parties shall authorize or permit any of their Controlled Affiliates, directly or indirectly, to (each of the actions referred to in or contemplated by the following provisions of this Section 2.2(a) being hereafter referred to as “Prohibited Actions”): (i) facilitate, knowingly encourage, induce, support (including, without limitation, by means of any public statement, voting recommendation or voting advice), or become a “participant” in, or become a member of a Group (other than a Group formally acknowledged as such in a filing made by such Group pursuant to Section 13(d) of the 1934 Act and which includes only the Buyer Parties and their respective Controlled Affiliates and which Group is formed for purposes not in violation of any other provision of this Agreement) formed for the purpose of acting with respect to, any “solicitation” of “proxies” or “consents” (as such terms are defined or used in Regulation 14A under the 0000 Xxx) with respect to any proposal (including, without limitation, any proposal, whether precatory or binding, made pursuant to Rule 14a-8 under the 0000 Xxx) submitted to the holders of any Voting Securities for their consideration, vote or consent, other than a proposal that has been made by, and included in a definitive proxy statement of the Company containing the affirmative recommendation of, the Board of Directors or any committee thereof; (ii) submit to the Board of Directors, Company management or any of the Company’s security holders; induce, facilitate or knowingly encourage the making or submission by any Person to the Board of Directors, Company management or any of the Company’s security holders of any proposal or offer providing for or contemplating any merger, acquisition, sale (lease, mortgage, encumbrance, pledge or other transfer) of all, substantially all or a material portion of the assets, business combination, amalgamation, share exchange, tender or exchange offer, recapitalization, reorganization, spin-off, issuance or sale or purchase of shares of any class or series of capital stock (other than in connection with a capital raising transaction or a compensation plan in the ordinary course of business), dissolution (or liquidation or winding up) or any other similar transaction, in each case, invo...

Prohibition of Certain Actions. The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may reasonably be requested by the holder of any Warrant in order to protect the rights of the Warrantholder to exercise their Warrants for Shares against dilution or other impairment, consistent with the tenor and purpose of this Section 4.

Prohibition of Certain Actions. (a) The Holder further agrees that, for a period ending on the earliest of (a) one (1) year from the date of this Agreement, (b) the date of the first annual meeting of the Company held for the purpose of electing directors after the date of this Agreement, and (c) the occurrence of an Event of Default (as defined in the applicable document) under the Indenture, the Senior Note Indenture or Section 8.04, 8.05 or 8.09 (solely as a result of a default under Section 6.12, 6.14 or 6.15) of the Credit Agreement (as in effect on the date hereof, and provided that any waiver, consent or other action after the date hereof on the part of the lenders pursuant to the Credit Agreement, other than with respect to the Events of Default described in Section 1.1 and payment of Consent Fees and Additional Consent Fees), shall not be deemed to cure or otherwise affect such Event of Default for purposes of this Agreement), at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of capital stock of the Company, however called, or in connection with any written consent of the holders of capital stock of the Company solicited by the Board of Directors, the Holder will appear at the meeting or otherwise cause the Shares to be counted as present at such meeting for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Shares (i) in favor of any proposed strategic transaction (including a merger or consolidation of the Company with another entity or the sale of substantially all of the Company’s assets) approved by the Board of Directors (a “Board-Approved Transaction”) and (ii) against any amendment of the Company’s articles of incorporation or bylaws, or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal or transaction was initiated for the sole purpose of preventing the Board-Approved Transaction; provided, in each case, that the Holder holds any Shares on the record date for such meeting or as of the date of such written consent; provided, further, that this Section 1.5(a) shall no longer apply after any Person has formally initiated (whether by tender offer, proxy solicitation or other filing that has been or will be mailed directly to holders of the Company’s Common Stock) a bona fide potential strategic transaction that is not a Board-Approved Transaction and such transaction would, if consummated, result in a transact...

Prohibition of Certain Actions. The Corporation will not (a) authorize or issue, or agree to authorize or issue, any shares of its capital stock of any class preferred as to dividends or as to the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding-up of the Corporation unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in the distribution of such assets or (b) take any action which would result in any adjustment of the Conversion Price if the total number of shares of Common Stock issuable after such action upon conversion of all of the Preferred Stock would exceed the total number of shares of Common Stock then authorized by the Corporation's Articles of Incorporation or (c) authorize more than one class of Common Stock.

Prohibition of Certain Actions. From the date hereof until the earlier of (a) the Effective Time and (b) the Termination Date, each Investor shall not, directly or indirectly (i) except (1) pursuant to the terms of the Merger Agreement or this Agreement, (2) in connection with the distribution of the XXX Shares to DG and DG’s contribution of the XXX Shares to the DG XXX prior to the Effective Time or (3) in connection with the taking of actions to free Rollover Shares subject to a Lien from such Lien in order to consummate the transactions contemplated by this Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, enforce or permit the execution of the provisions of any redemption agreement with Quintiles or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or exercise any discretionary powers to distribute, any or all of the Rollover Shares held by such Investor or any interest therein; or (ii) take any action that would make any representation or warranty of such Investor contained herein untrue or incorrect or have the effect of preventing or disabling such Investor from performing such Investor’s obligations under this Agreement.

Prohibition of Certain Actions. The Corporation will not take any action that would result in any adjustment of the Conversion Price pursuant to the terms hereof if the total number of shares of Common Stock issuable after such action upon conversion of all the Series A Preferred Stock would exceed the total number of shares of Common Stock then authorized by the Corporation’s Certificate of Incorporation.

Prohibition of Certain Actions. The Shareholders agree that for a period of twelve (12) months from the Closing Date they will cause the Purchaser to take all steps reasonably required to prevent the Purchaser from: a. reverse splitting the outstanding stock of the Purchaser, except as may be reasonably required to meet the inclusion or maintenance requirements of NASDAQ or any exchange upon which the stock of the Purchaser is traded, or upon approval of shareholders holding not less than eighty percent (80%) of the voting power of the Purchaser; b. selling all or substantially all of the assets of the Purchaser without the approval of shareholders holding not less than eighty percent (80%) of the voting power of the Purchaser; and c. issuing shares for cash at less than $1.00 per share, except for obligations existing at Closing to issue shares in connection with the exercise of options or warrants as set forth herein, and unless after ninety (90) days following Closing the average closing sale price of the common stock for the twenty (20) days prior to such proposed issuance shall be less than $1.50.